


While All the World's Asleep

by J (j_writes)



Category: Iron Man (Movies), The Avengers (2012)
Genre: F/M, M/M, Multi, Threesome
Language: English
Status: Completed
Published: 2012-05-12
Updated: 2012-05-12
Packaged: 2017-11-05 06:09:18
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,301
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/403249
Author URL: https://archiveofourown.org/users/j_writes/pseuds/J
Summary: <blockquote class="userstuff">
              <p>"You'll be hearing from us," Phil had said, handing his card off to Pepper Potts, and in retrospect, maybe he should have realized from the smile she gave him that he would be the one hearing from her.</p>
            </blockquote>





	While All the World's Asleep

**Author's Note:**

> pre & mid-movie - goes AU from the scene in the tower, so no major spoilers (some in comments). partial blame to Sirona for making me get off my ass and actually write it. thanks to Etben for wrangling pronouns & body parts.

"You'll be hearing from us," Phil had said, handing his card off to Pepper Potts, and in retrospect, maybe he should have realized from the smile she gave him that he would be the one hearing from her.

They met for drinks in DC, and again in New York, and he didn't quite take the assignment to Tokyo because he knew that Stark was attending a summit there, but he couldn't deny that it was a welcome sight to come in to his hotel lobby the second night to find Pepper perched at the bar, drink in one hand and her phone in the other, intent at work. He stood by the doorway for a few moments, watching a faint line appear in her brow as she read something and started typing a response. She looked up as he crossed to her, and he saw the worry smooth out of her expression instantly, replaced by a smile that was real and easy and almost relieved. She stood to greet him, stepping into his space, and when he let his hand fall against her side, she dropped a kiss on his cheek and tucked her phone away.

They talked about work in the way where they didn't say anything of substance at all, and a few times he suspected that they were talking around the same issues from different angles. The first time they'd met for drinks, he'd considered it a challenge to himself to make her laugh, make her expression go unguarded and relaxed, but by this time she looked like that for most of the night, so he stopped keeping track, and let his own smile come just a little bit easier.

She waved off his money at the end of the night – "It's on Tony. He owes me one. Or seventy-two." – and when he hesitated in the lobby between the elevators and the entryway, she took his arm and steered him towards the elevator. They stood and waited in silence, her hand reaching up to touch his tie lightly, tugging on it until he turned to look at her. When she leaned in to kiss him, it was more intense than he'd expected, her hand tightening into his shirt, her mouth hot and almost desperate against his. They broke apart at the polite _ding_ of the elevator, and he only managed to keep his hands off her on the ride up through force of will.

They kissed against the door to his room as he pulled the keycard from his pocket, fingers fumbling against it as his other hand pressed to Pepper's back, holding her close to him. She took it easily from his hand and slid it into the slot without looking, making the door pop open behind him and causing them both to stumble a little, laughing into each other's mouths.

He hesitated in the doorway to the bedroom and watched her as she kicked off her shoes and pulled her dress over her head in one smooth motion. The lights were off, and she was backlit by the city behind her as she crossed the room towards him, casual and barefoot and so beautiful he just had to stare for a few moments before reaching up to shed his jacket and tie, tossing them carelessly over the back of the desk chair. 

"Oh, you _can_ lose the tie," she said. "I was starting to wonder." She reached to run her fingers down his neck to the top button of his shirt, and he didn't quite let himself shiver at the touch, but he let out a slow breath that caught in his throat. She undid the top buttons and he took over halfway down, hesitating for a moment as her hands slid in over his ribs, his sides, moving warm and careless over the rough patches of skin scattered across his body. When she reached up to push the shirt from his shoulders, he let her, and felt a rush of relief when she took him in with her eyes and simply leaned in to kiss him again without any change in expression, turning him and backing him towards the bed.

He sat at her urging, and she knelt over him, kissing him deeply and thoroughly, his hands coming up to slide over her back, getting her bra undone. She tossed it aside and he let himself drop back onto the bed, looking up at her with a smile pulling at his mouth. She caught his gaze and returned the smile, then shifted a little lower and started to move her hips against him, rocking slowly and deliberately. He was hard in his pants, and he watched her working herself over him, her eyes closing, breath going ragged, until he couldn't keep his hands off her and let them press to her hips, holding her and pushing up against her, matching her rhythm until she was leaning down to brace herself on the bed beside his head. It wasn't until he got his fingers between them to touch her that she came, hair falling down over his face, cursing breathlessly.

She settled back against his legs, stretching, face flushed and pleased looking, and he shifted under her, achingly hard, watching her eyes flicker from his face downward and back again. "That was fun," she remarked, and he gave a low laugh in agreement. Her fingers reached to tease along the seam of his pants, and he couldn't help arching up into her touch, his breathing unsteady as she slowly undid his pants and shifted off him to let him kick them off.

She sprawled back against the bed and he didn't need any more invitation than that, leaning over her and kissing her again, working her underwear down, taking a moment to fish a condom out of his pants, and she was watching him the whole time with this anticipatory little smile that made him so desperate to be inside her that his hands would be shaking if he weren't so much of a professional. As it was, he braced himself on the bed beside her as he slid in, clenching his fingers into the sheets and feeling hers gripping onto his hips with the same kind of force, dragging him in, wrapping her legs around him and tilting up to meet him with an eagerness that was breathtakingly hot.

He took a second to appreciate seeing her like this – unreserved, rumpled, and _wanting_ – and then he was closing his eyes, lowering his forehead to her shoulder, thrusting against her and losing himself in the heat, the motion, the unbearable moment of release as she came around him and he followed her, letting out a low wordless sound against her skin.

She fell asleep half on top of him afterwards, for a while, and he sat awake until she stirred, looking up at him with a smile that was sleepy and satisfied. "I'm gonna go," she told him, and he nodded, but on her way out the door, she pulled him in for a long kiss and said, "I'm emailing you my schedule. Let me know next time we match."

It continued like that, sporadic and easy, texting each other from across the world to complain about the day to day, meeting in hotels and bars once a month, once in two months, once in seven, until they met in Seville three weeks after Stark had been hired as a consultant, and he knew without asking that they were only there for drinks and commiseration. She kissed him lightly on her way to the car, and he said, "Say hi to Stark for me," with half a smile.

"I think I will," she replied, laughing, and although the schedules stopped showing up in his inbox after that, the occasional texts and emails didn't.

"I've got Stark," he told Natasha when things with the tesseract went off the rails, and it was because he'd known the guy the longest, because he needed Natasha in India, and not at all because the first thing that made him feel like maybe he was ever going to lose the vise grip of almost-panic that had settled into his chest at Barton's abduction was the sight of Pepper striding barefoot across the room to greet him with a brilliant smile and a glass of champagne.

He traded the files for the glass, and when she took Tony's and toasted him with it, he only hesitated a second before taking her lead and swallowing it down. 

She waited for the elevator doors to close in front of them before she turned to him and said, " _Phil_ ," with more concern in her voice than he'd ever heard from her, and when her hand landed against his arm, he gritted his teeth and didn't answer. "I know you can't tell me anything," she continued, "but if there's anything I can do – " she trailed off, and squeezed his arm.

He shook his head jerkily. At the moment, he'd already checked off everything on his checklist – everything it was possible for him to do tonight – and it was down to a waiting game until Stark, Rogers, Banner, and Natasha had gathered on the carrier. There was nothing _he_ could do, let alone anything she could.

The elevator ground to a halt, and he looked up as JARVIS's voice came over the speaker. "Mr. Stark wishes to inform you, Ms. Potts, that you left your phone on the table." 

Pepper cursed under her breath. "Take us back up, JARVIS?" she asked, and Phil did his best to school his expression back into something bland before the elevator dinged and the doors opened again.

"I think this means you'll just have to stay," Tony said, holding up Pepper's phone and then deliberately stuffing it into his pocket. "Not you," he added to Phil, then frowned. "What did she do to you?" He asked, turning to Pepper. "What did you do to him? I think he has an expression."

Pepper rolled her eyes and stepped out of the elevator, and after a moment Phil followed, hovering by the door as it closed behind him. "Give me my phone, Tony."

"Uh-uh," he said, "not until you – " he gestured between them, "tell me why he's 'Phil.'"

"Because that's the name that SHIELD assigned me when they built me in their labs," he replied, deadpan, and was gratified by the tiny smile that twitched at the corner of Pepper's mouth as she tried to reach around Tony for her phone. He evaded her neatly.

"No, see, if you were a robot, I'd find you a lot more likable," Tony told him. "I like robots." He gestured to the glass Phil had left on the table. "Also, the champagne would be doing a number on your insides."

"Speaking of which," Pepper said smoothly, sliding around Tony towards the bar, "if you're going to insist on keeping us here, I think Phil could use a drink."

Phil almost objected, but Tony's affronted look was so enjoyable that he decided against it, and watched Pepper pour two generous glasses and hand him one. "None for me?" Tony asked, and Pepper carefully poured a very small amount into another glass. He raised an eyebrow at her. "That's 12% of a drink, isn't it?"

She smiled sweetly and handed it over.

"Anyway, I'm only keeping you here. Agent Coulson doesn't need your phone. He can leave at any time." He looked at Phil pointedly, and Phil just as pointedly toasted Pepper in thanks and took a sip of his drink.

"What Agent Coulson needs," Pepper pointed out, "is for you to do your homework."

"Can I get the Cliffs Notes version?" Tony asked Phil.

"Trust me, that _is_ the Cliffs Notes version." 

Tony turned to make a few gestures at JARVIS, shuffling the files around, studying them with a tilted head, and Phil watched Pepper inspecting the one on Steve Rogers, then shooting a small smile in his direction. He couldn't help the answering smile that spread across his face.

"I bet Phil isn't even your real name," Tony said conversationally, wrapping his hand around a hologram of Mjolnir and swinging it consideringly. 

Phil gestured to JARVIS. "I don't imagine it would be too difficult for you to find out if it's not," he pointed out.

"What's the fun in that?" Tony asked. He paused. "Well. Hacking into a top-secret pseudo-military installation _does_ actually sound like my idea of a good time."

Phil waited for Tony to circle in front of him, intent on the file about Natasha, before he set his drink aside and slipped his hand into Tony's back pocket, pulling out Pepper's phone. He tossed it in her direction before Tony could spin around, and she caught it deftly.

"The _fuck_?" Tony demanded, and Phil held up his hands nonthreateningly.

"Just returning things to their rightful owners," he said. Tony advanced on him a few steps, dissolving the hologram between them, and Phil smiled at him mildly. "Think that's a good plan, Mr. Stark? Director Fury insisted that I bring you in. He didn't actually specify whether you needed to be conscious when I do."

Tony stepped into his space. "I think I know why you're 'Phil,'" he said conversationally.

"Tony – " Pepper said warningly, but Tony held up a hand.

"No, Pep, it makes sense now. I was trying to figure out for a long time how you possibly had the time to meet someone in so many different cities. I was a little worried it was escorts or something – not that I begrudge a person some escorts, don't get me wrong, you just strike me as more of a long-term person than that. But it wasn't someone new everywhere, was it? It was someone whose job took them the same places yours did." His eyes traveled down Phil's body and he raised an eyebrow. "I've got to say, I don't see it."

"Well, no," Pepper replied. "It's under his clothes." Phil didn't let himself smile at that, but he met Pepper's eyes over Tony's shoulder and enjoyed the smile that she gave him instead.

"You don't have to get it," Phil pointed out. "You weren't invited."

Tony didn't reply to that, to Phil's surprise. He just looked him over again, gaze frankly appraising, and Phil held his expression carefully, not looking back to Pepper, even when she quietly shut off the holograms still hovering around her and crossed to stand near Tony. "Then," she pointed out. "He wasn't invited then."

Phil nodded, finally looking away from Tony. "Things have changed," he agreed. He took a breath. "I'm going to head out," he told Pepper. "If you'd still like that ride, you're welcome to it." He nodded at Tony. "Mr. Stark. I trust we'll be seeing you tomorrow."

He watched their reflections in the elevator as he walked towards it, pressed close together, their voices quiet and indistinct until he heard Pepper crossing the room towards him. "Did you need – " he began as he turned towards her, but the words died as her hand reached out to touch the side of his face and her mouth closed over his, firm and warm and questioning. 

"Oh," he said quietly as she pulled away, and he looked across the room to where Tony was holding his discarded glass, suddenly empty. 

"I think you need to unwind tonight," Pepper told him, and the laugh he let out was more of a grimace.

"I don't know what could make you think that," he said dryly. Her hand stayed on his face, soft and knowing, until he reached up to take it and leaned in to kiss her again, slow and familiar, feeling Tony's eyes on them. "More to the point," he added when they broke apart, "I don't know how you could consider anything involving him to be unwinding." He gestured towards Tony, who snorted.

"I always consider sex to be relaxing," Tony pointed out. "And I have it on pretty good authority that I'm damn good at it."

Phil looked at him, returning the appraising look that Tony had given him before. It wasn't something he'd considered, even after things with Pepper ended, but hearing the words come from Tony so casually made him look more closely at Tony's mouth, at the way his hips moved as he crossed the room towards them, at the way his fingers curled over Pepper's hip as he met Phil's eyes and raised his eyebrows.

"I thought you didn't get it," Phil said.

Tony pressed himself against Pepper and dropped a kiss on the back of her neck before ducking around her to hit the elevator button again. "I don't," he said, "but Pepper says I will, after." 

"He does like a challenge," Pepper said.

"Oh, I didn't know that about him."

Tony ignored them both, and stepped into the elevator when it arrived. "No beds on this floor yet," he told Phil. "But there's one down on 62."

Phil glanced at Pepper. "Do I want to – " he began, and she shook her head.

"Not really."

The 'bed' was a mattress on the floor, in the middle of what was clearly a site under construction. "Glamorous," Phil said, but that was as far as he got, because once they were out of the elevator, Pepper's hands were under his jacket, sliding around to his back, fitting herself to him and kissing him like she wanted to make him forget everything else. He kissed her back like he believed it could work, sliding his hands up the back of her shirt and feeling her skin warm and soft under his touch. They slid back down to her hips, and met Tony's there, and when he pulled back to breathe, he looked over Pepper's shoulder to find Tony watching them with an expression that Phil couldn't begin to decipher. Pepper ducked out from between them and crossed towards the mattress, stripping off her shirt as she went, leaving the two of them standing there looking at each other.

It was Tony who made a move, finally, reaching and pulling Phil in by his coat, rough and abrupt, and Phil expected the kiss that followed to be more like a battle than anything else, but instead it was slow, calculating. He could practically hear the gears in Tony's head turning as their mouths came together, adjusting to each other's motions, Phil's hand coming up to hold the back of Tony's neck and keep him there.

He was breathing heavily when Tony pulled back, and he took a moment to collect himself as Tony stepped away, pulled off his own shirt, and joined Pepper on the bed, collapsing down next to her and pulling her into a long, familiar kiss. Phil pulled off his coat and tie as he watched them, and when Pepper looked up, he knelt carefully on the edge of the bed. 

Tony raised an eyebrow at him. "That all the clothes you're going to lose?" he asked.

"For now," Phil told him, and he enjoyed the surprise in Tony's eyes as his hands went for Tony's belt. He didn't bother to get the pants all the way off, just shoved them down enough to get a hand around Tony's hardening cock, his other hand clamping to Tony's shoulder and pushing him back on the bed, leaning over him. Pepper made an approving noise next to him, and he could tell by the way Tony didn't quite react that he hadn't been expecting Phil to be as strong as he was. Tony shifted under him, his leg brushing against Phil's cock through his pants, and Phil leaned down a little harder, jerking him slow and teasingly.

"Apparently," he said conversationally, pressing his mouth to the space below Tony's ear, "I'm supposed to make this convincing." He twisted his hand over the tip of Tony's cock and bit the skin of his neck at the same time, and Tony let out a low gasping noise. 

Tony's leg pressed up more insistently against him, so he rocked down against it, enjoying the friction, and when Pepper's hand came to meet his around Tony's cock, he let up the pressure he'd been holding on Tony's chest and slid down the bed, taking a moment to share a look with Pepper before he ducked down to take Tony's cock in his mouth. Tony let out a string of curses, and Phil would have laughed if he wasn't so busy sucking expertly at Tony's cock, sliding his lips down to meet Pepper's hand, pulling back to the tip and doing something with his tongue that he hadn't done in years, but that pulled a satisfying groan out of Tony.

"Okay, no," Tony finally ground out, "this is great and all, but – " Phil felt his hands grabbing at his collar, pulling insistently, so he slid back with another wicked twist of his tongue – enjoying the way Tony's eyes fluttered closed briefly – and let Tony drag him back up the bed. "I'm not the one who's supposed to be decompressing here."

"Oh, right," Phil said, "this is you doing me a _favor_ ," and he saw the flip coming, but had misjudged the force behind it, so he ended up neatly on his back with Tony Stark kneeling over him, Pepper's hands making quick work of his pants. She slid her hand over him first, firm and twisting and just the right rhythm, and then Tony's hand was taking over, watching Phil almost curiously, like he was cataloguing each time he made his breath catch, each move that made him bite at his lower lip to keep from groaning out loud. 

"You can, you know," Pepper said beside his ear, pressing her body alongside his, and he let his hand slip into her shorts, feeling the way she tilted her hips towards him eagerly. He didn't tell her that he couldn't, that he wouldn't give Tony that kind of satisfaction, not right now. He just closed his eyes and concentrated on the feeling of her slick and hot against his fingers, his cock fucking up into Tony's hand, the way Tony ground himself down against his hip like he couldn't keep himself from trying to get off any way he could.

"I think we should fuck him," Pepper said against Phil's ear, maybe too quiet for Tony to hear, and it was the mental image of it that sent Phil over the edge – bending Tony over, maybe right here on this mattress, Pepper sliding her fingers into him slow and teasing and almost too much, and then Phil taking over, fucking Tony with Pepper jerking him off – and he came with his hips arching up off the bed, forehead pressed to Tony's shoulder. Pepper swore in his ear, and clutched at his hip as she came next to him, and then she was sitting up, practically hauling Tony off him. 

Tony sprawled back on the bed, careless of how he pressed himself along Phil's side. Pepper pushed herself up to kneel on the bed and pushed off her shorts. She straddled Tony, sinking down with the ease of long practice, knowing just how fast to roll her hips to make his head fall back against the bed. Phil lost himself in the sight of the two of them - Pepper rocking over Tony, her hand braced on his shoulder, his hands clutching at her hips, the arc reactor glowing between them - until Pepper was reaching out blindly with her other hand, grasping for Phil's fingers, and dragging them to her clit.

He could feel Tony sliding in and out of her, and the sound Tony let out made it clear that he could feel Phil's fingers brushing over his cock with every thrust. Pepper came first, and then Tony's arm was wrapping around her, pulling her down to bury his face in the curve of her neck, muffling his voice.

They stayed there like that, the two of them pressed together, shaking, for a long time, and then Pepper was pulling herself off of Tony, wiggling into the space between the two of them and letting an arm flop over Phil's chest, playing idly with the buttons on his shirt.

"Who told you that you could keep your clothes on?" she asked, pressing her face to his sleeve, and he shrugged with the other shoulder.

"Didn't seem to bother anyone," he said.

He didn't quite fall asleep, but he let himself drift for a while in a pleasant post-orgasm haze, until he felt the bed shifting as Tony got up. "I'm going," he assured Tony, who looked at him as he pulled his pants back on.

"Like hell you are," Tony said. He nodded to Pepper, who was curled up asleep on Phil's shoulder. "Don't you dare wake her up."

"Where are you going, then?" 

Tony shrugged, and waved at the ceiling. "I've got homework to do, remember?" he asked. He knelt back onto the bed to press a soft kiss to Pepper's forehead. She made a quiet noise and curled closer to Phil. Tony's mouth curved into a little smile, and he pulled back. "Okay, yeah," he said, standing. "I get it." He reached into his pocket and pulled out his phone. "Here," he said. "JARVIS has some stuff for you to read, if you can't sleep."

Phil nodded his thanks, and didn't understand the tiny mocking smile on Tony's face until the elevator had taken him off to the top floor again. Phil turned on the phone and watched as JARVIS started displaying a catalogue of backissues of Captain America comics. He laughed quietly to himself, chose one at random, and started reading, Pepper sleeping on quietly beside him.


End file.
